Workflow Management Board Reaffirms Support for Merger with Perseus and Renaissance

Tuesday, April 06, 2004

Press release from the issuing company

PALM BEACH, Fla.--April 5, 2004-- Workflow Management Inc. announced today that its Board of Directors has unanimously reaffirmed its support for the proposed merger with WF Holdings, Inc., an entity formed and controlled by Perseus, L.L.C. and The Renaissance Group, LLC.
The Board reached its conclusion after carefully reviewing, considering and evaluating with its advisors and senior management the latest revised, non-binding refinancing and recapitalization proposal submitted to the Company by Pacific Coast Investment Partners LLC ("PCIP"), the beneficial owner of 455,000 shares (3.4%) of the Company's common stock (310,000 shares of which were purchased after the record date for voting on the merger). The most recent PCIP proposal contemplates new revolving credit and term loan facilities, a junior loan facility, and equity investments by an investor group that includes Jonathan J. Ledecky ("Ledecky"), the holder of 1,096,895 options to purchase shares of the Company's common stock at $9.00 per share and owner of 228,600 shares (1.7%) of the Company's common stock. PCIP and Ledecky have previously made joint filings with the SEC in connection with the proposal.
In reviewing the most recent PCIP/Ledecky proposal, the Board, senior management and its advisors noted that the proposed equity investments are neither commitments nor subscriptions, and are subject to the Company's termination of the merger agreement with WF Holdings without any break-up fee, and to completion of due diligence to the sole satisfaction of the investor group. The proposed equity investments are further conditioned on a concurrent refinancing of the Company's outstanding bank debt on terms acceptable to the investor group. Also under the PCIP/Ledecky proposal, the refinancing of the Company's bank debt is subject to an unspecified period of legal and business due diligence, the payment of fees to Ableco Finance LLC, the proposed lender, as a condition to beginning due diligence, and to the termination of the merger agreement with Perseus and Renaissance.
In addition to the contingencies inherent in the latest proposal from PCIP/Ledecky, the Board also considered the following:
Based on their analysis, the Company, its management and its advisors concluded that the current PCIP/Ledecky refinancing and recapitalization proposal has a funding deficit of approximately $15 million based upon Company calculations of its financing requirements.
Although the PCIP/Ledecky proposal alleges that the current share price of $5.375 offered under the WF Holdings merger is insufficient, the equity price being offered in the proposal is also $5.375 per share.
Each of the financing proposals submitted by PCIP/Ledecky during the past week not only has been non-binding, conditional and subject to due diligence by both equity and debt sources without any time limitation, but also has failed to provide for an adequate level of financing. Due to the Company's significant obligations to its lenders and certain earn-out recipients at the end of April, and continuing discussions with its lenders concerning workout procedures, the Board considered the significant risk that the Company does not have adequate time to pursue a PCIP/Ledecky transaction that is subject to extensive preliminary due diligence.
Conversely, the equity and financing being obtained by Perseus and Renaissance to complete the merger is represented by firm equity and debt commitments that are not subject to further due diligence. Additionally, the Company believes it has satisfied all conditions to consummating the merger. In particular, the Company currently is in compliance with the condition to the merger relating to its net debt level. If the merger agreement is approved by stockholders, closing is expected to take place in one week or less.
The Company's senior lending group has approved and consented to the transaction with Perseus and Renaissance.
Termination of the merger agreement would obligate the Company to pay certain fees and/or expenses to the Company's lenders and to Perseus and Renaissance that are likely to strain the Company's liquidity position and relationships with key suppliers, customers and employees.
The majority of the votes cast to date have been in favor of the merger. As of the close of business on April 2, 2004, approximately 6.0 million shares had been voted in favor of the transaction with Perseus and Renaissance as compared to approximately 5.0 million shares voted against the transaction. Although the majority of votes actually cast are in favor of the merger, in order for the merger to be approved, a majority of the Company's total outstanding shares must be voted in favor of the merger. Thus, the Company needs a total of approximately 6.7 million share votes, or only 700,000 additional share votes, for the merger to be approved.
According to the Company's proxy solicitation agent, approximately 5.0 million votes cast to date against the transaction are concentrated in only a few stockholders, including PCIP and Ledecky. Of the 3,145 stockholders of record, the vast majority have voted in favor of the transaction. Although not included in the Pacific Coast 13D filing, the PCIP/Ledecky proposal includes, as potential equity investors, in addition to PCIP and Ledecky, current Company stockholders including Wells Fargo, Rutabaga Capital Management and Coghill Capital which collectively own approximately 4.0 million shares.
The Board, in exercising its fiduciary duty to its stockholders and based upon (i) intensive, continuing due diligence on the Company's historical, current and expected performance, (ii) an exhaustive strategic alternatives process involving the investigation of several alternatives based on extensive analysis over the past nine-month period, (iii) the uncertain, highly conditional, inadequate and incomplete nature of the several proposals submitted by PCIP/Ledecky, and (iv) the high degree of certainty of equity and debt financing under the merger with Perseus and Renaissance, continues to believe that the merger with WF Holdings is in the best interests of the Company's stockholders.
Other News:
Workflow Management: Stockholder Meeting Postponed to April 9, 2004
PALM BEACH, Fla.--April 5, 2004-- Workflow Management, Inc. announced today that the special meeting of stockholders which had been rescheduled for today has been postponed to Friday, April 9, 2004 at 10:00 a.m., EDT. The meeting will be held at the Hilton Palm Beach Airport, 150 Australian Avenue, West Palm Beach, Florida, 33406. The meeting was postponed to allow Workflow stockholders additional time to consider the proposed merger transaction and the factors discussed by the Company in its press release issued earlier today.